EX-10.3






This space reserved for Recorder’s use only



MODIFICATION OF LOAN DOCUMENTS




THIS MODIFICATION OF LOAN DOCUMENTS (this “Agreement”) is made as of the 24th day of
June, 2008 but is effective as of May 12, 2008, by and among NNN VF 901 CIVIC, LLC, a Delaware
limited liability company, whose mailing address is c/o Grubb & Ellis Realty Investors, LLC, 1551
North Tustin Avenue, Suite 200, Santa Ana, California 92705 and NNN 901 CIVIC, LLC, a Delaware
limited liability company, whose mailing address is c/o Grubb & Ellis Realty Investors, LLC, 1551
North Tustin Avenue, Suite 200, Santa Ana, California 92705 (jointly, “Borrower”), NNN
2003 VALUE FUND, LLC, a Delaware limited liability company (“Guarantor”) and LASALLE BANK
NATIONAL ASSOCIATION, a national banking association, its successors and assigns
(“Lender”).



R E CI T A L S:




A. Pursuant to the terms of that certain Mezzanine Loan Agreement dated May 12, 2006 by and
between Lender and Borrower, Lender has heretofore made a loan (“Loan”) to Borrower in the
principal amount of One Million Five Hundred Thousand and no/100 Dollars ($1,500,000.00) as
evidenced by a Promissory Note (Mezzanine) dated May 12, 2006, in the principal amount of the Loan
made payable by Borrower to the order of Lender (as amended, modified or restated from time, to
time, the “Note”).



	 
	This document prepared by and

	after recording return to:

	Michael D. Rothstein, Esq.

Schwartz Cooper Chartered

180 North LaSalle Street

Suite 2700

Chicago, IL 60601







B. The Loan is secured by a Junior Deed of Trust, Assignment of Leases and Rents, Security
Agreement and Financing Statement dated May 12, 2006 from Borrower to First American Title
Insurance Company, as Trustee, for the benefit of Lender recorded in the Official Records of Orange
County, California (the “Recorder’s Office”) on May 12, 2006, as Document No. 2006000322275
(as amended, modified or restated from time, to time, the “Deed of Trust”), which Deed of
Trust encumbers the real property and all improvements thereon legally described on Exhibit A
hereto (“Property”), (ii) that certain Junior Assignment of Rents and Leases dated May 12,
2006, from Borrower to Lender and recorded in the Recorder’s Office on May 12, 2006, as Document
No. 2006000322276 (as amended, modified or restated from time, to time, the “Assignment of
Leases”); (iii) that certain Environmental Indemnity Agreement dated May 12, 2006 from Borrower
and Guarantor to Lender (as amended, modified or restated from time, to time, the “Indemnity
Agreement”); and (iv) certain other loan documents (the Note, the Deed of Trust, the Assignment
of Leases, the Indemnity Agreement, the Side Letter (as defined below) and the other documents
evidencing, securing and guarantying the Loan, in their original form and as amended, are sometimes
collectively referred to herein as the “Loan Documents”). All capitalized terms not
defined herein shall have the meanings ascribed to them in the Deed of Trust.



C. The Loan is further secured by a Guaranty of Recourse Obligations dated May 12, 2006 from
Guarantor to Lender (the “Original Guaranty”). Concurrently herewith, the Original
Guaranty is being amended and restated in its entirety pursuant to that certain Amended and
Restated Guaranty of even date herewith made by Guarantor in favor of Lender (the
"Guaranty”).



D. Borrower has failed to maintain the Actual Debt Service Coverage Ratio required
pursuant to the terms of the Deed of Trust and Lender is willing to waive such requirement upon the
terms and conditions set forth below.



AGREEMENTS:




NOW, THEREFORE, in consideration of (i) the facts set forth hereinabove (which are hereby
incorporated into and made a part of this Agreement), (ii) the agreements by Lender to modify the
Loan Documents, as provided herein, (iii) the covenants and agreements contained herein, and
(iv) for other good and valuable consideration, the receipt, adequacy and sufficiency of which are
hereby acknowledged, the parties hereby agree as follows:



1. Maturity Date. The Maturity Date of the Note is extended to May 12, 2009. Any
reference in the Note, Deed of Trust or any other Loan Document to the Maturity Date shall mean May
12, 2009. Notwithstanding anything in the Loan Documents to the contrary, Borrower shall have no
right to extend the Maturity Date beyond May 12, 2009 and Section 3.2 of the Note is hereby deleted
in its entirety.



2. Loan Amount. The principal amount of the Loan is hereby reduced to One Million
Four Hundred Fifty Five Thousand and No/100 Dollars ($1,455,201.00). All references in the Note,
Deed of Trust and other Loan Documents to “Loan”, “Loan Amount” or similar terms shall mean
$1,455,201.00. Borrower acknowledges the Loan has been fully disbursed has no right to receive any
additional Loan proceeds.



3. Deed of Trust.




(a) Section 26(a) of the Deed of Trust is hereby deleted in its entirety and replaced
with the following:




“As used herein the term “Combined Debt Service Coverage Ratio” shall mean the ratio of
Operating Cash Flow to “Combined Debt Service” (as defined below). During any calendar
quarter ending on March 31, June 30, September 30 or December 31 (each a “Quarter”)
during the time periods set forth below, Trustor shall not permit the Combined Debt Service
Coverage Ratio during such Quarter to be less than the ratios shown below:



	 	 	 
	Combined Debt Service Coverage Ratio	 	 
	June 1, 2008 – August 12, 2008

August 13, 2008 – May 12, 2009

	 	1.0 to 1.0

1.10 to 1.0






4. Representations and Warranties of Borrower. Borrower hereby represents, covenants
and warrants to Lender as follows:




(a) The representations and warranties in the Deed of Trust and the other Loan
Documents are true and correct as of the date hereof.




(b) There is currently no Event of Default (as defined in the Deed of Trust) under the
Note, the Deed of Trust or the other Loan Documents and Borrower does not know of any event
or circumstance which with the giving of notice or passing of time, or both, would
constitute an Event of Default under the Note, the Deed of Trust or the other Loan
Documents.




(c) The Loan Documents are in full force and effect and, following the execution and
delivery of this Agreement, they continue to be the legal, valid and binding obligations of
Borrower enforceable in accordance with their respective terms, subject to limitations
imposed by general principles of equity.




(d) There has been no material adverse change in the financial condition of Borrower,
Guarantor or any other party whose financial statement has been delivered to Lender in
connection with the Loan from the date of the most recent financial statement received by
Lender.




(e) As of the date hereof, Borrower has no claims, counterclaims, defenses, or set-offs
with respect to the Loan or the Loan Documents as modified herein.




(f) Borrower is validly existing under the laws of the State of its formation or
organization and has the requisite power and authority to execute and deliver this Agreement
and to perform the Loan Documents as modified herein. The execution and delivery of this
Agreement and the performance of the Loan Documents as modified herein have been duly
authorized by all requisite action by or on behalf of Borrower. This Agreement has been
duly executed and delivered on behalf of Borrower.



5. Title Policy. As a condition precedent to the agreements contained herein, Borrower
shall, at its sole cost and expense, cause First American Title Insurance Company to issue an
endorsement to Lender’s Title Insurance Policy No. NCS-217556-SA1 (the “Title Policy”), as
of the date this Agreement is recorded, reflecting the recording of this Agreement and insuring the
first priority of the lien of the Deed of Trust, subject only to the exceptions set forth in the
Title Policy as of its date of issuance and any other encumbrances expressly agreed to by Lender.



6. Reaffirmation of Guaranty. Guarantor ratifies and affirms the Guaranty and agrees
that the Guaranty is in full force and effect following the execution and delivery of this
Agreement. The representations and warranties of Guarantor in the Guaranty are, as of the date
hereof, true and correct and Guarantor does not know of any default thereunder. The Guaranty
continues to be the valid and binding obligation of Guarantor, enforceable in accordance with its
terms and Guarantor has no claims or defenses to the enforcement of the rights and remedies of
Lender thereunder.



7. Expenses. As a condition precedent to the agreements contained herein, Borrower
shall pay Lender an extension fee in the amount of $3,638.00 plus all out-of-pocket costs and
expenses incurred by Lender in connection with this Agreement, including, without limitation, title
charges, recording fees, appraisal fees and attorneys’ fees and expenses.



8. Miscellaneous.




(a) This Agreement shall be governed by and construed in accordance with the laws of
the State of Illinois.




(b) This Agreement shall not be construed more strictly against Lender than against
Borrower or Guarantor merely by virtue of the fact that the same has been prepared by
counsel for Lender, it being recognized that Borrower, Guarantor and Lender have contributed
substantially and materially to the preparation of this Agreement, and Borrower, Guarantor
and Lender each acknowledges and waives any claim contesting the existence and the adequacy
of the consideration given by the other in entering into this Agreement. Each of the
parties to this Agreement represents that it has been advised by its respective counsel of
the legal and practical effect of this Agreement, and recognizes that it is executing and
delivering this Agreement, intending thereby to be legally bound by the terms and provisions
thereof, of its own free will, without promises or threats or the exertion of duress upon
it. The signatories hereto state that they have read and understand this Agreement, that
they intend to be legally bound by it and that they expressly warrant and represent that
they are duly authorized and empowered to execute it.




(c) Notwithstanding the execution of this Agreement by Lender, the same shall not be
deemed to constitute Lender a venturer or partner of or in any way associated with Borrower
or Guarantor nor shall privity of contract be presumed to have been established with any
third party.




(d) Borrower, Guarantor and Lender each acknowledges that there are no other
understandings, agreements or representations, either oral or written, express or implied,
that are not embodied in the Loan Documents and this Agreement, which collectively represent
a complete integration of all prior and contemporaneous agreements and understandings of
Borrower, Guarantor and Lender; and that all such prior understandings, agreements and
representations are hereby modified as set forth in this Agreement. Except as expressly
modified hereby, the terms of the Loan Documents are and remain unmodified and in full force
and effect.




(e) This Agreement shall bind and inure to the benefit of the parties hereto and their
respective heirs, executors, administrators, successors and assigns.




(f) Any references to the “Note”, the “Deed of Trust” or the “Loan Documents” contained
in any of the Loan Documents shall be deemed to refer to the Note, the Deed of Trust and the
other Loan Documents as amended hereby. The paragraph and section headings used herein are
for convenience only and shall not limit the substantive provisions hereof. All words
herein which are expressed in the neuter gender shall be deemed to include the masculine,
feminine and neuter genders. Any word herein which is expressed in the singular or plural
shall be deemed, whenever appropriate in the context, to include the plural and the
singular.




(g) This Agreement may be executed in one or more counterparts, all of which, when
taken together, shall constitute one original Agreement.




(h) Time is of the essence of each of Borrower’s obligations under this Agreement.



9. Customer Identification — USA Patriot Act Notice; OFAC and Bank Secrecy Act.
Lender hereby notifies Borrower that pursuant to the requirements of the USA Patriot Act (Title III
of Pub. L. 107-56, signed into law October 26, 2001) (the “Act”), and Lender’s policies and
practices, Lender is required to obtain, verify and record certain information and documentation
that identifies Borrower, which information includes the name and address of Borrower and such
other information that will allow Lender to identify Borrower in accordance with the Act. In
addition, Borrower shall (a) ensure that no person who owns a controlling interest in or otherwise
controls Borrower or any subsidiary of Borrower is or shall be listed on the Specially Designated
Nationals and Blocked Person List or other similar lists maintained by the Office of Foreign Assets
Control (“OFAC”), the Department of the Treasury or included in any Executive Orders, (b) not use
or permit the use of the proceeds of the Loan to violate any of the foreign asset control
regulations of OFAC or any enabling statute or Executive Order relating thereto, and (c) comply,
and cause any of its subsidiaries to comply, with all applicable Bank Secrecy Act (“BSA”) laws and
regulations, as amended.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]






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IN WITNESS WHEREOF, the parties hereto have executed this Agreement dated as of the day and
year first above written.



	 	 	 
	
 
	 	BORROWER:
	
 
	 	 
	LENDER:




LASALLE BANK NATIONAL ASSOCIATION

By: /s/ Christopher A. Thangaraj

Name: Christopher A. Thangaraj

Title: VP

	 	NNN VF 901 CIVIC, LLC, a Delaware

limited liability company

By: Grubb & Ellis Realty Investors,

LLC, f/k/a Triple Net Properties, LLC,

a Virginia limited liability company,

its Vice President

By: /s/ Andrea R. Biller

Name: Andrea R. Biller

Title: Executive Vice President
	
 
	 	NNN 901 CIVIC, LLC, a Delaware limited

liability company

By: Grubb & Ellis Realty Investors,

LLC, f/k/a Triple Net Properties, LLC,

a Virginia limited liability company,

its Manager

By: /s/ Andrea R. Biller

Name: Andrea R. Biller

Title: Executive Vice President
	
 
	 	GUARANTOR:
	
 
	 	 
	
 
	 	NNN 2003 VALUE FUND, LLC, a Delaware

limited liability company

By: Grubb & Ellis Realty Investors,

LLC, f/k/a Triple Net Properties, LLC,

a Virginia limited liability company,

Manager

By: /s/ Francene LaPoint

Name: Francene LaPoint

Title: Chief Financial Officer






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	Acknowledged and agreed this 24th day of June, 2008.	 
	GRUBB & ELLIS REALTY INVESTORS, LLC, f/k/a Triple Net Properties, LLC a	 
	Virginia limited liability company	 
	By:	 	/s/ Andrea R. Biller	 
	Name:	Andrea R. Biller	 
	Title: Executive Vice President	 
	TRIPLE NET PROPERTIES REALTY, INC., a California corporation	 
	By:	 	/s/ Francene LaPoint	 
	Name: Francene LaPoint	 	 	 
	Title:	Chief Financial Officer	 
	/s/ Ryan Gallagher	 	 	 
	RYAN GALLAGHER, individually	 
	THE HANSON FAMILY TRUST DATED JUNE 14, 2005	 
	By:	 	/s/ Jeff Hanson	 	 	/s/ April Hanson (Trustee)
	Name: Jeff Hanson
	Title: trustee





	 	 	 
	 	 	STATE OF ILLINOIS )
	 	 	) .ss
	 	 	COUNTY OF COOK )





I Ckeotre A. Roca-Dawson a Notary Public in and for said County, in the State aforesaid, DO
HEREBY CERTIFY that Christopher A. Thangaraj, VP of LaSalle Bank National Association, is
personally known to me to be the same person whose name is subscribed to the foregoing instrument,
appeared before me this day in person and acknowledged that he signed and delivered said instrument
as his own free and voluntary act for the uses and purposes therein set forth.



GIVEN under my hand and Notarial Seal this 25th day of June, 2008.




/s/ Ckeotre A. Roca-Dawson



Notary Public


My Commission Expires: 9/29/09



[Official Seal



Ckeotre A. Roca-Dawson



Notary Public Stat of Illinois



My Commission Expires: 09/29/09]



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ACKNOWLEDGEMENT




	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 	 	 	 	 
	STATE OF CALIFORNIA

	 	 
	 	 
	 	 	)	 	 	 
	 

	 	 
	 	 
	 	 	 	 	 	 
	 	 	 	 	) SS.
	COUNTY OF ORANGE

	 	 
	 	 
	 	 	)	 	 	 
	 

	 	 
	 	 
	 	 	 	 	 	 






On June 23, 2008 before me, Monica Chavez, Notary Public, personally appeared Andrea R.
Biller, who proved to me on the basis of satisfactory evidence to be the person whose name is
subscribed to the within instrument and acknowledged to me that she executed the same in her
authorized capacity, and that by her signature on the instrument the person, or the entity upon
behalf of which person acted, executed the instrument.



I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.



WITNESS my hand and official seal.



Signature /s/ Monica Chavez



My Commission Expires: August 21, 2011



[Seal] Monica Chavez



[Seal] Commission # 1762879



[Seal] Notary Public – California



[Seal] Orange County



[Seal] My Comm. Expires Aug 21, 2011



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CALIFORNIA ALL-PURPOSE NOTARY ACKNOWLEDGMENT




	 
	State of California

County of Orange

On this 6/20/2008, before me, Mary Yee, Notary Public

	 

	,

Name, Title of Officer

personally appeared RYAN GALLAGHER,

who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is subscribed to the

within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his

signature on the instrument the person, or the entity upon behalf of which the person acted, executed the

instrument.

WITNESS my hand and official seal.

/s/ Mary Yee

SIGNATURE OF NOTARY

	[Seal] Mary Yee

[Seal] Commission # 1718509

[Seal] Notary Public – California

[Seal] Orange County

[Seal] My Comm. Expires Feb 9, 2011

******************************* OPTIONAL SECTION *****************************

THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED BELOW:

	TITLE OR TYPE OF DOCUMENT

NUMBER OF PAGES                        DATE OF DOCUMENT

	 

	SIGNER(S) OTHER THAN NAMED ABOVE

Though the data requested here is not required by law, it could prevent fraudulent reattachment of this form.







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ACKNOWLEDGEMENT




	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 	 	 	 	 
	STATE OF CALIFORNIA

	 	 
	 	 
	 	 	)	 	 	 
	 

	 	 
	 	 
	 	 	 	 	 	 
	 	 	 	 	) SS.
	COUNTY OF ORANGE

	 	 
	 	 
	 	 	)	 	 	 
	 

	 	 
	 	 
	 	 	 	 	 	 






On June 23, 2008 before me, Monica Chavez, Notary Public, personally appeared Jeff
Hanson, who proved to me on the basis of satisfactory evidence to be the person whose name is
subscribed to the within instrument and acknowledged to me that he executed the same in his
authorized capacity, and that by his signature on the instrument the person, or the entity upon
behalf of which person acted, executed the instrument.



I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.



WITNESS my hand and official seal.



Signature /s/ Monica Chavez



My Commission Expires: August 21, 2011



[Seal] Monica Chavez



[Seal] Commission # 1762879



[Seal] Notary Public – California



[Seal] Orange County



[Seal] My Comm. Expires Aug 21, 2011




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